<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BANCFIRST CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
BancFirst Corporation
101 North Broadway, Suite 200
Oklahoma City, Oklahoma 73102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 24, 1999
To the Stockholders of BancFirst Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BancFirst
Corporation (the "Company") will be held at the 20th Century Room of the Westin
Hotel located at One N. Broadway (the corner of Main Street and Broadway),
Oklahoma City, Oklahoma, on June 24, 1999 at 9:00 a.m. for the following
purposes:
1. To elect five directors to serve until the next Annual Meeting and until
their successors are elected and have qualified; and
2. To transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
The Board of Directors of the Company has fixed the close of business on June
3, 1999 as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting. Your vote is important regardless
of the number of shares you own. Each stockholder, even though he or she now
plans to attend the Annual Meeting, is requested to sign, date and return the
enclosed Proxy without delay in the enclosed postage-paid envelope. You may
revoke your Proxy at any time prior to its exercise. Any stockholder present at
the Annual Meeting or at any adjournments or postponements thereof may revoke
his or her Proxy and vote personally on each matter brought before the Annual
Meeting.
By Order of the Board of Directors
Oklahoma City, Oklahoma Sam D. Ott, Vice President and Secretary
June 4, 1999
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID RETURN ENVELOPE.
<PAGE>
BancFirst Corporation
101 North Broadway, Suite 200
Oklahoma City, Oklahoma 73102
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 24, 1999
This Proxy Statement is being furnished to the stockholders of BancFirst
Corporation (the "Company") in connection with the solicitation of proxies by
the Board of Directors of such corporation for use at its Annual Meeting of
Stockholders to be held June 24, 1999, and any and all adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting dated June
4, 1999. This Proxy Statement and the accompanying form of proxy are first
being mailed to stockholders of the Company on or about June 4, 1999. THE
SOLICITATION OF THE ACCOMPANYING PROXY IS MADE BY AND ON BEHALF OF THE BOARD OF
DIRECTORS.
The cost of soliciting proxies will be borne by the Company, including
expenses in connection with the preparation, printing and mailing of this Proxy
Statement and all proxy soliciting material which now accompany or may hereafter
supplement it. The solicitation will be made by mail; however, proxies also may
be solicited by personal interview, telephone and telegram by directors,
officers or employees of the Company. The Company will also supply brokers or
persons holding stock in their names or in the names of their nominees with the
number of proxies, proxy material and annual reports as they may require for
mailing to beneficial owners, and will reimburse them for their reasonable
expenses in connection therewith.
The date of this Proxy Statement is June 4, 1999.
VOTING AND REVOCABILITY OF PROXIES
The close of business on June 3, 1999 has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
meeting or any adjournment thereof. On the record date, there were outstanding
and entitled to vote 8,172,572 shares of the Company's common stock, par value
$1.00 per share (the "Common Stock"). Each share of Common Stock is entitled to
one vote. There is no cumulative voting with respect to the election of
directors.
Under the provisions of the Oklahoma General Corporation Act and the
Company's Bylaws, a majority of the shares of outstanding Common Stock, present
in person or represented by proxy, shall constitute a quorum for purposes of the
Annual Meeting. Except as may be specifically required by the Oklahoma General
Corporation Act, the Company's Certificate of Incorporation or its Bylaws, and
other than the election of directors, the affirmative vote of the majority of
the shares of Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote on the subject matter (a "Majority Vote")
shall be the act of the stockholders. For purposes of determining whether a
proposal has received a Majority Vote, abstentions will be included in the vote
total, with the result that an abstention will have the same effect as a
negative vote. For purposes of determining whether a proposal has received a
Majority Vote, in instances where brokers are prohibited from exercising
discretionary authority for beneficial holders of Common Stock who have not
returned a proxy (so-called "broker non-votes"), those shares will not be
included in the vote totals and, therefore, will have no effect on the outcome
of the vote.
<PAGE>
Common shares represented by properly executed proxies, unless previously
revoked, will be voted at the Annual Meeting of Stockholders in accordance with
the instructions thereon. If no direction is indicated, such shares will be
voted for approval of the matters submitted, and, in connection with any other
business that properly may come before such special meeting, such shares shall
be voted according to the discretion of the persons named as proxies.
Any holder of the Common Stock of the Company who executes a proxy has the
continuing right to revoke the proxy at any time before it has been voted. Such
right may be exercised (i) by delivering written notice of revocation, bearing a
later date than the proxy card, to the corporate secretary of the Company; (ii)
by delivering to such corporate secretary a duly executed proxy bearing a later
date; or (iii) by attending the Annual Meeting and voting in person. Any holder
of the Common Stock of the Company may appear and vote at the Annual Meeting,
irrespective of whether he has previously given a proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Certain Beneficial Owners
Unless otherwise indicated, the following table sets forth information as of
June 3, 1999 with respect to any person who is known by the Company to be the
beneficial owner of more than 5% of the Company's Common Stock which is the
Company's only class of voting securities.
<TABLE>
<CAPTION>
Amount of
Name and Address of Beneficial Percent
Beneficial Owner Ownership of Class
---------------- --------- --------
<S> <C> <C>
David E. Rainbolt
P.O. Box 26788
Oklahoma City, OK 73126 3,159,341(1) 38.66%
BancFirst Corporation Employee Stock
Ownership and Thrift Plan (the "ESOP")
P.O. Box 26883
Oklahoma City, OK 73126-0883 559,241(2) 6.84%
Investors Trust Company
P. O. Box 400
Duncan, OK 73534 483,114(3) 5.91%
- --------------------------------
</TABLE>
(1) Shares shown as beneficially owned by David E. Rainbolt include 3,117,820
shares held by R. Banking Limited Partnership, a family partnership of
which Mr. Rainbolt is the general partner, and 10,224 shares held by the
ESOP and allocated to the account of Mr. Rainbolt.
(2) All of the shares owned by the ESOP are allocated to the accounts of
participants, who direct the ESOP trustee as to the voting of such shares.
(3) Investors Trust Company, an Oklahoma-chartered trust company, acts as
trustee or co-trustee of various trusts which, in the aggregate, own
483,114 shares. T. H. McCasland, Jr. and John C. Hugon, directors of the
Company, are stockholders of Investors Trust Company and serve on its Board
of Directors. Any voting or disposition of the Company's Common Stock by
Investors Trust Company is determined by its board of directors. No
attribution of beneficial ownership of shares included as beneficially
owned by Investors Trust Company has been made separately to its board
members or owners, all of whom disclaim beneficial ownership of shares in
such capacities.
Because of his position with the Company and his equity ownership therein,
Mr. Rainbolt may be deemed to be a "parent" of the Company for purposes of the
Securities Act of 1933 (the "Act").
2
<PAGE>
Management
As of June 3, 1999, the directors and executive officers of the Company as a
group (23 persons, including David E. Rainbolt and certain executive officers of
the Company's wholly owned subsidiary, BancFirst ("BancFirst" or the "Bank")),
beneficially owned 3,824,120 shares of the Company's Common Stock (approximately
46.79%), excluding 31,485 shares represented by presently exercisable options.
It is the intent of the directors and executive officers to vote these shares
for the nominees to the Board of Directors, as set forth elsewhere in this Proxy
Statement.
The following table sets forth the number of shares of Common Stock owned by
(i) each director of the Company, (ii) each nominee for director, (iii) the five
executive officers listed in the Summary Compensation Table (each of whom is
also a director) and (iv) all directors and executive officers of the Company as
a group, together with the percentage of outstanding Common Stock owned by each.
<TABLE>
<CAPTION>
Percent
Amount of of
Beneficial Ownership Class
-------------------- -----
<S> <C> <C>
Marion C. Bauman...................................... --- ---
C. L. Craig, Jr....................................... 235,441(1) 2.88%
Jim Daniel............................................ 300 *
K. Gordon Greer....................................... 21,660(2) 0.26%
Robert A. Gregory..................................... 14,349(3) 0.18%
John T. Hannah........................................ 351 *
John C. Hugon......................................... 46,317 .57%
J. R. Hutchens, Jr.................................... 60,000(4) .73%
William O. Johnstone.................................. 2,000 .02%
J. Ralph McCalmont.................................... 134,926(5) 1.65%
T. H. McCasland, Jr................................... 2,597(6) .03%
Melvin Moran.......................................... 90,356(7) 1.11%
Paul B. Odom, Jr...................................... --- ---
David E. Rainbolt..................................... 3,159,341(8) 38.66%
H. E. Rainbolt........................................ 26,294(9) 0.32%
Joe T. Shockley, Jr................................... 3,570(10) 0.04%
All directors and executive officers as a group
(23 persons).......................................... 3,855,605 46.99%
- ----------------------------------------------
</TABLE>
* Less than .01%.
(1) Of such shares, 983 shares are owned directly by Mr. Craig and 234,458
shares are deemed to be beneficially owned by Mr. Craig as a co-
trustee of The Cleo L. Craig Trust (38,487 Shares) and The Cleo L.
Craig Grandchildrens Trust (195,971 Shares).
(2) Includes 240 shares held by the ESOP and 20,000 shares subject to
exercisable options.
(3) Includes 4,194 shares held by the ESOP and 10,155 shares subject to
exercisable options.
(4) Shares are held jointly with Mr. Hutchens' wife.
3
<PAGE>
(5) Includes 17,420 shares held by the ESOP.
(6) 1,742 Shares are owned directly by Mr. McCasland and 855 shares are
deemed beneficially owned by Mr. McCasland as co-trustee of The Diane
Mauer Trust, the beneficiary of which is an immediate family member of
Mr. McCasland.
(7) Includes 45,000 shares held directly by Mr. Moran's wife.
(8) Shares shown as beneficially owned by David E. Rainbolt include
3,117,820 shares held by R. Banking Limited Partnership, a family
partnership of which Mr. Rainbolt is the general partner, and 10,224
shares held by the ESOP and allocated to the account of Mr. Rainbolt.
(9) Shares are held by the ESOP and allocated to the account of Mr.
Rainbolt.
(10) Includes 370 shares held by the ESOP.
ELECTION OF DIRECTORS
Pursuant to provisions of the Company's Certificate of Incorporation and
Bylaws, the number of directors shall not be less than three nor more than 25;
currently, the Board of Directors consists of 16 directors. The Company's
Certificate of Incorporation and Bylaws provide for three classes of directors
serving staggered three-year terms, with each class to be as nearly equal in
number as possible. The Board of Directors has nominated C. L. Craig, Jr., John
T. Hannah, John C. Hugon, J. Ralph McCalmont and Joe T. Shockley, Jr. for
election as Class I directors, with terms expiring at the Annual Meeting of
Stockholders to be held in 2002 or until their successors are elected and
qualified. All of the nominees with the exception of Mr. Hugon are incumbents
whose current terms commenced upon their election by the stockholders of the
Company on June 15, 1998. Mr. Hugon was elected to the Board of Directors in
October 1998 as a result of the merger of AmQuest Financial Corp. (of which he
was then a director) with and into the Company. Proxies cannot be voted for a
greater number of persons than the number of nominees named. Other directors
who are remaining on the Board will continue in office in accordance with their
previous elections until the expiration of their terms at the 2000 or 2001
annual meeting, as the case may be.
The Board of Directors recommends a vote "FOR" the nominees for election
to the Board of Directors for the terms so specified.
Subject to a quorum, the affirmative vote of a plurality of the shares
present in person or represented by proxy at the Annual Meeting and entitled to
vote is required for the election of directors. Abstentions and broker non-
votes have no effect on determination of plurality except to the extent that
they affect the total votes received by any particular candidate.
It is the intention of the persons named in the enclosed form of proxy to
vote such proxy for the election of the nominees. The Board of Directors
expects that the nominees will be available for election but, in the event that
nominee are not so available, proxies received will be voted for substitute
nominees to be designated by the Board of Directors or, in the event no such
designation is made by the Board, proxies will be voted for a lesser number of
nominees.
The information below and the section entitled "Security Ownership of Certain
Beneficial Owners and Management" provide certain information about each nominee
based on data submitted by such persons, including the principal occupation of
such person for at least the last five years and any public company
directorships held by such person:
4
<PAGE>
<TABLE>
<CAPTION>
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
---------- ------------------------------------------------------------- -------
<S> <C> <C>
Nominees to Serve for a Three-Year Term Expiring in 2002 (Class I)
C. L. Craig, Jr., 54 Mr. Craig served as Chairman of the Board of Directors of Lawton 1998
Security Bancshares, Inc. from 1983 until May 1998, when Lawton
Security Bancshares, Inc. was merged with and into the Company.
John T. Hannah, 77 Mr. Hannah served as Chairman of the Board of City Bank, Muskogee, 1986
Oklahoma from July 1973 to April 1989, and was Vice President and a
director of First National Bank, Muskogee, from 1940 to 1973.
John C. Hugon, 44 Mr. Hugon has been in the banking industry since 1979. From 1986 to 1998
1998, he was a director of AmQuest Financial Corp., a multi-bank
holding company headquartered in Duncan, Oklahoma; he served as
President of AmQuest from 1986 to 1991. Since 1991, Mr. Hugon has
also served as President and a director of Parkview Management Co.,
L.L.C., a privately-owned real estate management and investment
company and, since 1985, he has served as a director of Investors
Trust Company, an Oklahoma-chartered trust company.
J. Ralph McCalmont, 63 Mr. McCalmont has been a director and Vice Chairman of the Company 1984
since July 1984. He was Chairman of The First National Bank,
Guthrie, Oklahoma from February 1974 to April 1989.
Joe T. Shockley, Jr., 47 Mr. Shockley has been a director of the Company since May 1996 and 1996
has been a director of the Bank and Executive Vice President and
Chief Financial Officer of the Company since March 1996. From 1991
until 1996, Mr. Shockley served as Chief Financial Officer and
President, Tulsa Region, of Boatmen's First National Bank of Oklahoma.
Continuing Directors-Terms Expiring in 2000 (Class II)
Jim Daniel, 59 Mr. Daniel has been in the banking industry since 1964, having served 1998
in various executive offices at Friendly Bank, Oklahoma City,
Oklahoma from 1964 to 1972, and as its President and Chief Executive
Officer from 1972 to 1994. From 1994 to 1997, he was President,
Chief Executive Officer and Chairman of the Board of Directors of
Bank One Oklahoma Corporation. Mr. Daniel has been Vice Chairman of
the Bank's Board of Directors since November 1997. Mr. Daniel is
Chairman-Elect of Integris Health, Inc., a not-for-profit corporation
which owns and operates 15 hospitals and numerous other healthcare
facilities in Oklahoma.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
---------- ------------------------------------------------------------- -------
<S> <C> <C>
Robert A. Gregory, 63 Mr. Gregory has been a director and Vice Chairman of the Company, and 1995
Chief Credit Officer of the Bank, since July 1995. He was a Regional
Executive of the Bank and also President of BancFirst Oklahoma City
from 1989 to June 1995. He was Executive Vice President of Liberty
National Bank & Trust Company of Oklahoma City from 1979 to March
1989.
J. R. Hutchens, Jr., 71 Mr. Hutchens has been a director of the Company since August 1984. 1984
From 1948 to 1995, he was President of Hutchens Oil Company, a
privately-owned oil and gas company. Since 1995, Mr. Hutchens has
owned and operated Watts Oil Co., a wholesale oil distributor.
T. H. McCasland, Jr., 65 Since 1982, Mr. McCasland has served in various executive offices of 1998
Mack Energy Co., a privately-held oil and gas exploration company; he
currently serves such company as Chief Executive Officer. For at
least the last five years and until October 1998, Mr. McCasland was a
director of AmQuest Financial Corp., at which time AmQuest was merged
with and into the Company. Mr. McCasland presently serves as
President and Chairman of the Board of Investors Trust Company.
Paul B. Odom, Jr., 70 Since 1950, Mr. Odom has been involved in commercial and residential 1998
land development and property management through P. B. Odom
Enterprises, Inc. He has served on the Board of Directors of
Stockyards Bank, Friendly Bank and Central Bank, all located in
Oklahoma City, Oklahoma, as well as Bank One of Oklahoma City and its
holding company, Bank One Oklahoma Corporation.
H. E. Rainbolt, 70 Mr. Rainbolt has been Chairman of the Board of Directors of the 1984
Company since July 1984 and was its President and Chief Executive
Officer from July 1984 to December 1991. Since January 1996, Mr.
Rainbolt has served as a director of Sonic Corp. H. E. Rainbolt is
the father of David Rainbolt. Since 1997, Mr. Rainbolt has been a
partner of Intersouth Partners IV, a privately-owned venture capital
fund.
Continuing Directors-Terms Expiring in 2001 (ClasS III)
Marion C. Bauman, 56 Mr. Bauman has engaged in the practice of law since 1977 and since 1998
1998 has been a partner of Craig, Ledgerwood & Bauman, a law firm
located in Norman, Oklahoma which specializes in banking and tax
matters. From time to time Mr. Bauman and/or the law firms with
which he has been affiliated have performed legal services for the
Company.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
---------- ------------------------------------------------------------- -------
<S> <C> <C>
K. Gordon Greer, 62 Mr. Greer has been a director and Vice Chairman of the Company since 1997
May 1997 and a director and Vice Chairman of the Bank since December
1996. He was Chairman and Chief Executive Officer of Bank IV, N.A.
of Wichita, Kansas from 1989 to 1996. He was also Chairman of First
National Bank of Tulsa, Oklahoma from 1984 to 1989 and President of
Liberty National Bank & Trust Company of Oklahoma City from 1976 to
1984. Mr. Greer currently is Chairman of the Executive Committee of
the Board of Directors.
William O. Johnstone, 51 Mr. Johnstone has been a director and Vice Chairman of the Company 1996
since May 1996 and has been a director and Vice Chairman of the Bank
since March 1996. From 1985 until March 1996, Mr. Johnstone served
as President and Chairman of the Board of Directors of City
Bankshares, Inc. and its subsidiary, City Bank, Oklahoma City,
Oklahoma. Since 1996, he has served as Chairman and Chief Executive
Officer of C-Teq, Inc., a privately-held corporation which provides
data processing services to financial institutions.
Melvin Moran, 68 Mr. Moran has been a director of the Company since August 1984. He 1984
has been involved in the oil and gas industry for over 40 years and,
since 1982, has been managing partner of Moran-K Oil. Since 1980 he
has also been a managing partner of Moran Oil Enterprises. Both
Moran-K Oil and Moran Oil Enterprises are privately-held oil and gas
production companies.
David E. Rainbolt, 43 Mr. Rainbolt has been a director of the Company since July 1984. He 1984
has been President and Chief Executive Officer of the Company since
January 1992 and was Executive Vice President and Chief Financial
Officer of the Company from July 1984 to December 1991. Since
January 1997, Mr. Rainbolt has served as a director of ZymeTx Corp.,
a publicly-held biotechnology company.
</TABLE>
Executive Officers
The executive officers of the Company (including certain executive officers
of the Bank), other than those listed above as nominees for directors, are
listed in the table below. Each officer serves a term of office of one year or
until the election and qualification of his successor.
<TABLE>
<CAPTION>
Officer
Name Age Since Position
---- --- ----- --------
<S> <C> <C> <C>
Roy C. Ferguson 52 1992 Regional Executive, BancFirst and Member, Senior Credit
Committee
Randy P. Foraker 43 1987 Senior Vice President and Controller, Treasurer and
Assistant Secretary
D. Jay Hannah 43 1994 Executive Vice President of Financial Services, BancFirst,
and Member of Administrative Committee
Dennis Murphy 45 1989 Senior Vice President, Internal Audit
Robert M. Neville 43 1986 Senior Vice President, Investments
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Officer
Name Age Since Position
---- --- ----- --------
<S> <C> <C> <C>
Dale E. Petersen 48 1984 Executive Vice President of Asset
Quality, BancFirst
J. Michael Rogers 55 1986 Senior Vice President, Human Resources
</TABLE>
Board of Directors and Committees
The Board of Directors met 12 times during 1998. No director attended fewer
than 75% of all meetings of the Board of Directors and committees on which they
served.
The Board of Directors has standing an Audit Committee, an Executive
Committee and a Compensation Committee. The Bank's Board of Directors has
standing an Administrative Committee which also reports to the Board of
Directors of the Company.
The Audit Committee of the Company also serves as the Audit Committee of the
Bank. The Audit Committee is responsible for conducting an annual examination
of the Company and for ensuring that adequate internal controls and procedures
are maintained. An independent auditor is engaged to conduct the annual
examination and the Audit Committee meets with the independent auditor to
discuss the scope and results of the examination. Additionally, the Internal
Auditor of the Bank reports to the Audit Committee. During 1998, the Audit
Committee was composed of John T. Hannah, J. R. Hutchens, Jr. and Melvin Moran
(Chairman), and met four times.
The Executive Committee has the authority to exercise all the powers of the
Board of Directors during the intervals between full Board meetings, except the
power to amend the Bylaws, and determines compensation with respect to all
executive officers other than the officers comprising the Executive Committee.
Members of the Executive Committee in 1998 were Jim Daniel, K. Gordon Greer
(Chairman), Robert A. Gregory, David E. Rainbolt and H. E. Rainbolt. The
Executive Committee met 11 times during 1998.
The Administrative Committee, which is a management committee of the Bank
comprised of certain of its executive officers (all but three whom are also
directors and executive officers of the Company), advises and assists the Board
of Directors in all matters concerning the management of the Company's business.
During 1998, the members of the Administrative Committee were D. Jay Hannah, J.
Ralph McCalmont, Dennis Murphy, Dale E. Peterson, David E. Rainbolt (Chairman),
H. E. Rainbolt and Joe T. Shockley, Jr. The Administrative Committee met 12
times.
The Compensation Committee of the Company was established to review the
propriety of executive officer compensation with respect to executive officers
who are also members of the Executive Committee. During 1998, the Compensation
Committee was composed of John T. Hannah, J. R. Hutchens, Jr., William O.
Johnstone, Melvin Moran and H. E. Rainbolt (Chairman). The Compensation
Committee met once during 1998 to review the compensation of the members of the
Executive Committee, although it operated on an informal basis throughout the
year through discussions and actions at regular Board meetings and through
conversations with management and the other directors.
The Board of Directors as a whole administers the BancFirst Corporation Stock
Option Plan (the "Stock Option Plan").
A report from the Compensation Committee, the Executive Committee and the
Board of Directors is presented under "Compensation of Directors and Executive
Officers-Report of the Compensation Committee, the Executive Committee and the
Board of Directors on Executive Compensation."
8
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires directors and certain officers of the Company to file reports
with the Commission reflecting transactions by such persons in the Company's
Common Stock. During and with respect to 1998, to the knowledge of the Company
or based on information provided by such persons to the Company, all officers,
directors and beneficial owners of more than 10% of the Common Stock of the
Company subject to such filing requirements fully complied with such
requirements, except as set forth below.
A Form 4 "Statement of Changes in Beneficial Ownership" for J. R. Hutchens,
Jr., a member of the Board of Directors, reporting one transaction, was filed
late. A Form 4 "Statement of Changes in Beneficial Ownership" for Joe T.
Shockley, Jr., Executive Vice President and Chief Financial Officer and a member
of the Board of Directors, reporting a stock option grant, was filed late.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth certain information with respect to annual and
other compensation paid or awarded to the Company's Chief Executive Officer and
its four most highly compensated executive officers (including certain executive
officers of the Bank) other than the Chief Executive Officer (each, a "Named
Executive Officer" and collectively, the "Named Executive Officers"), for or
with respect to the fiscal years ended December 31, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
------------------------ ----------------
Securities
FIscal Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
David E. Rainbolt 1998 $175,000 $35,000 -- $12,266 /(1)/
President and Chief Executive Officer 1997 170,000 34,000 -- 11,150 /(1)/
1996 160,000 25,000 -- 9,752 /(1)/
H. E. Rainbolt 1998 125,000 25,000 -- 22,580 /(2)/
Chairman of the Board of Directors 1997 125,000 25,000 -- 22,935 /(2)/
1996 150,000 30,000 -- 23,154 /(2)/
Jim Daniel 1998 200,000 30,000 -- --
Vice Chairman 1997 15,385 -- 30,000 --
K. Gordon Greer 1998 124,000 24,800 -- 11,101 /(1)/
Vice Chairman 1997 120,000 24,000 -- 68,498 /(3)/
1996 -- -- 30,000 --
Robert A. Gregory 1998 150,000 30,000 -- 12,266 /(1)/
Vice Chairman 1997 145,000 29,000 -- 11,150 /(1)/
1996 140,000 28,000 10,000 9,750 /(1)/
</TABLE>
_____________________
(1) Consists of contributions by the Company to the ESOP for the benefit of the
Named Executive Officer.
(2) Consists of contributions by the Company to the ESOP for the benefit of the
Named Executive Officer of $9,200, $9,055 and $8,909 for 1998, 1997 and
1996, respectively, and the increase in cash value in excess of premiums
paid by the Company on a split-dollar life insurance policy of $13,380,
$13,880 and $14,245, respectively.
9
<PAGE>
(3) Consists of payments made on behalf of the Named Executive Officer with
respect to club membership dues and real estate commissions payable in
connection with the sale of a residence.
Option Grants
No stock options were granted during the year ended December 31, 1998 to
the Named Executive Officers.
Fiscal Year End Option Values
The following table sets forth certain information regarding outstanding
options granted under the Stock Option Plan and held by the Named Executive
Officers on December 31, 1998. For the purposes of this table, the "value" of
an option is the difference between the market value at December 31, 1998 of the
shares of Common Stock subject to the option and the aggregate exercise price of
such option.
During 1998, none of the Named Executive Officers exercised any options,
nor were any outstanding options repriced by the Company.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 1998 December 31, 1998 /(2)/
---------------------------- ----------------------------
Option Value
Name Exercises Received /(1)/ Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David E. Rainbolt..................... -- $ -- -- -- $ -- $ --
H. E. Rainbolt........................ -- -- 20,000 -- 587,500 --
Jim Daniel............................ -- -- -- 30,000 -- 90,000
K. Gordon Greer....................... -- -- 20,000 10,000 205,000 102,500
Robert A. Gregory..................... -- -- 13,750 11,250 403,906 195,469
</TABLE>
___________________
(1) Value received is the difference between the fair market value at the
repurchase date and the aggregate exercise price of the repurchased option.
(2) Based on the December 31, 1998 closing price of the Company's Common Stock
of $35.875.
Compensation of Directors
Each member of the Board of Directors receives a fee of $500 per regular
quarterly meeting.
Compensation Committee Interlocks and Insider Participation
During 1998, the Compensation Committee shared responsibility with the
Executive Committee for the development and implementation of the Company's
executive compensation policies. The Executive Committee had responsibility for
determining the compensation of all executive officers other than the members of
the Executive Committee itself, the compensation for whom is determined by the
Compensation Committee. During 1998, the Executive Committee was composed of
Jim Daniel, K. Gordon Greer (Chairman), Robert A. Gregory, David E. Rainbolt and
H. E. Rainbolt, all of whom are directors and executive officers of the Company.
During such period, the Compensation Committee was composed of John T. Hannah,
J. R. Hutchens, Jr. and Melvin Moran, none of whom are officers or employees of
the Company or its subsidiaries, and H. E. Rainbolt, Chairman of the Board of
Directors of the Company, and William O. Johnstone, Vice Chairman.
10
<PAGE>
The Company purchases supplies and services from certain companies owned by
Pickard Limited Partnership, a family partnership of which David E. Rainbolt is
the general partner, and H. E. Rainbolt is a limited partner. During 1998, the
Company's purchases of supplies, furniture and equipment from such entities
totaled approximately $237,000. The Company also sold credit life and credit
accident and health insurance policies for one of these companies. The Company
retained a 40% commission for such sales, which is the maximum amount permitted
by law, and remitted net premiums totaling approximately $706,000 for 1998.
Report of the Compensation Committee, the Executive Committee and the Board of
Directors On Executive Compensation
The report of the Compensation Committee, the Executive Committee and the
Board of Directors appearing below and the information herein under "Company
Performance" shall not be deemed "soliciting material" or to be "filed" with the
Commission or subject to the Commission's proxy rules, except for the required
disclosure herein, or to the liabilities of Section 18 of the Exchange Act, and
such information shall not be deemed to be incorporated by reference into any
filing made by the Company under the Act or the Exchange Act.
To our Stockholders:
During 1998 the Compensation Committee of the Board of Directors was
comprised of John T. Hannah, J. R. Hutchens, Jr., Melvin Moran, William O.
Johnstone and H. E. Rainbolt (Chairman). With the exception of H. E. Rainbolt
and William O. Johnstone, all members of the Compensation Committee are
nonemployee directors of the Company. The Compensation Committee has primary
responsibility for determining the compensation of those executive officers who
are members of the Executive Committee, which includes the Chief Executive
Officer. During 1998, the Executive Committee had primary responsibility for
determining the compensation of all other executive officers. During 1998 the
Executive Committee was comprised of were Jim Daniel, K. Gordon Greer
(Chairman), Robert A. Gregory, David E. Rainbolt and H. E. Rainbolt.
The executive compensation policy of the Company is to provide a compensation
program that will attract, motivate and retain the high-caliber executives
necessary to achieve the Company's business strategies, while at the same time
ensuring that an appropriate relationship exists between executive compensation
and the creation of stockholder values. Each of the Compensation Committee and
the Executive Committee applies this philosophy in determining the compensation
of the Company's executive officers with respect to salary, bonuses and stock
options.
Each compensation element supports the Company's mission, values and culture.
The compensation principles that link the individual elements into an integrated
compensation strategy are as follows: (i) competitive compensation within
industry and peer companies; (ii) individual compensation correlated with
personal performance and stockholder value creation; and (iii) a compensation
structure that directly aligns the executives with the interests and concerns of
stockholders. Additionally, the Compensation Committee and the Executive
Committee consider each executive officer's level of responsibility in setting
executive compensation, meaning that the Company pays greater compensation to
persons having higher levels of responsibility.
The Company's executive officers are paid base salaries that the Compensation
Committee and the Executive Committee have determined to be fair for their
assigned responsibilities in comparison with similar positions in other public
companies in the banking industry. The Compensation Committee and the Executive
Committee make these comparisons in an effort to determine whether the Company's
executive compensation is reasonable and remains competitive enough to allow the
Company to retain skilled executives. The Compensation Committee and the
Executive Committee believe that the compensation paid to the Company's
executive officers is in the median range of compensation of executive officers
of companies to which these comparisons are made. In addition to making such
comparisons and considering levels of responsibility, the Compensation Committee
and the Executive Committee consider individual performance and the Company's
performance in terms of stock price, earnings and cash flow. However, the
determination of base salaries is not strictly tied to performance criteria, and
in determining base salary levels, the Company believes that it affords
approximately equal weight to each of the factors described herein.
11
<PAGE>
The Company's executive officers, including the Chief Executive Officer,
participate in an Incentive Bonus Program. Bonus amounts earned are based on
the attainment of budgeted earnings and asset quality goals, and can be in
amounts of up to 20% of the executive officer's base salary, depending upon an
objective review of the degree of attainment of such goals, as well as both an
objective and subjective review of the respective executive officer's
contribution thereto. Individual goals in each case are established by the
Chief Executive Officer in consultation with the particular executive concerned
and with the Executive Committee.
The Company's executive officers also are eligible to participate in the
Company's Stock Option Plan. Stock options provide executives the opportunity
to acquire an equity interest in the Company and to share in the appreciation of
the stock's value, thereby aligning their interests with those of the
stockholders. The Plan currently is administered by the Board of Directors. In
determining option grants, the Board does not take into account the amount and
value of options currently held, and the Company does not have a target
ownership level of equity holdings by its executives. During 1998, stock
options for 110,500 shares were granted to employees of the Company, at exercise
prices of $33.50 to $40.00 per share (the fair market value of the Common Stock
on the dates of grant). No stock options were granted to any of the Named
Executive Officers in 1998
The Compensation Committee believes that the compensation paid to David E.
Rainbolt, the Company's President and Chief Executive Officer, is in the median
range of compensation of the chief executive officers of companies to which the
comparisons are made. For 1998, the base salary of the Chief Executive Officer
was set at $175,000, an increase of $5,000 over the 1997 base salary. Mr.
Rainbolt also received a bonus of $35,000 in 1998. In making decisions
regarding CEO compensation, the Compensation Committee took into account results
of operations of the Company, conditions in the banking industry as a whole and
Mr. Rainbolt's contributions to the Company.
The Internal Revenue Code limits the deductibility of certain compensation
expenses in excess of $1 million. This was not applicable to the Company for
the fiscal year ended December 31, 1998. However, the Compensation Committee
and the Administrative Committee intend to monitor executive compensation levels
and adopt policies, as necessary, to obtain maximum deductibility of executive
compensation while providing motivational and competitive performance-based
compensation. The Compensation Committee and the Administrative Committee will
continue to monitor the tax regulations to determine if any executive
compensation program changes are necessary.
This report is respectfully submitted by the members of the Compensation
Committee, the Executive Committee and the Board of Directors:
<TABLE>
<CAPTION>
Compensation Committee: Executive Committee: Board of Directors:
<S> <C> <C> <C>
John T. Hannah Jim Daniel Marion C. Bauman William O. Johnstone
J. R. Hutchens, Jr. K. Gordon Greer C. L. Craig, Jr. J. Ralph McCalmont
William O. Johnstone Robert A. Gregory Jim Daniel T. H. McCasland, Jr.
Melvin Moran David E. Rainbolt K. Gordon Greer Melvin Moran
H. E. Rainbolt H. E. Rainbolt Robert A. Gregory Paul B. Odom, Jr.
John T. Hannah David E. Rainbolt
John C. Hugon H. E. Rainbolt
J. R. Hutchens, Jr. Joe T. Shockley, Jr.
</TABLE>
12
<PAGE>
Company Performance
Presented below is a line graph which compares the percentage change in the
cumulative total return on the Company's Common Stock to the cumulative total
return of the Nasdaq Stock Market (U.S. Companies) Index and the Nasdaq Bank
Stocks Index, both as compiled by the University of Chicago Center for Research
in Security Price ("CRSP"). The period presented is from April 1, 1993, the
date of the Company's initial public offering of its Common Stock, through
December 31, 1998. The graph assumes an investment on April 1, 1993 of $100 in
the Company's Common Stock and in each index, and that any dividends were
reinvested. The values presented for each quarter during the period represent
the cumulative market values of the respective investments.
FIRST CORPORATION
COMPANY PERFORMANCE GRAPH DATA
<TABLE>
<CAPTION>
NASDAQ NASDAQ
MONTH HFC BANKS MARKET
----- --- ----- ------
<S> <C> <C> <C>
3/93 100 100 100
6/93 105 96.64205 101.9143
9/93 108.3849 105.6412 110.5042
12/93 96.75732 103.0686 112.6769
3/94 91.80953 101.8217 107.9414
6/94 109.4083 109.9115 102.8947
9/94 101.9475 111.1298 111.4165
12/94 98.66302 102.6935 110.1439
3/95 103.7533 112.4314 120.0893
6/95 102.1488 124.1308 137.3655
9/95 126.5167 140.1163 153.9116
12/95 124.91 152.9366 155.7826
3/96 145.9615 158.9607 163.0422
6/96 144.3629 161.5994 176.3481
9/96 164.5977 178.8139 182.5948
12/98 183.1619 201.92 191.5575
3/97 196.7124 217.0675 181.1766
6/97 225.409 252.5888 214.386
9/97 222.1432 297.8984 250.6381
12/97 226.4524 338.0835 235.021
3/98 267.8439 387.4022 274.9908
6/98 313.4672 350.5735 282.9533
9/98 246.1491 295.6733 256.1605
12/98 242.0522 334.8721 330.3788
</TABLE>
TRANSACTIONS WITH MANAGEMENT
BancFirst has made loans in the ordinary course of business to certain
directors and executive officers of the Company and to certain affiliates of
these directors and executive officers. None of these loans outstanding are
classified as nonaccrual, past due, restructured or potential problem loans.
All such loans were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than the normal risk
of collectability or present other unfavorable features.
Marion C. Bauman, a director of the Company, is a partner of Ledgerwood &
Bauman, a law firm located in Norman, Oklahoma which specializes in banking and
tax matters. From time to time Mr. Bauman and/or his firm has performed legal
services for the Company.
13
<PAGE>
INDEPENDENT ACCOUNTANTS
The Board of Directors has not yet selected the independent accountants to
audit the Company's consolidated financial statements for the fiscal year ending
December 31, 1999. The Audit Committee is soliciting proposals for the
provision of audit services and, after review of such proposals, the Audit
Committee will make its recommendation to the Board regarding the appointment of
independent accountants for the 1999 fiscal year.
PricewaterhouseCoopers LLP is the accounting firm that examined and reported
on the Company's financial statements for the last fiscal year. It is expected
that representatives of the firm will be present at the Annual Meeting to answer
appropriate questions directed to them.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the year ended December 31,
1998 was mailed to stockholders on or about May 14, 1999. No parts of the Annual
Report are incorporated by reference into this Proxy Statement and the Annual
Report is not deemed to be a part of the proxy soliciting material.
The Company's Annual Report on Form 10-K for the year ended December 31, 1998
(other than the exhibits thereto) is available upon written request without
charge. Such requests should be directed to: Randy Foraker, Senior Vice
President and Controller, Bancfirst Corporation, 101 North Broadway, Suite 200,
Oklahoma City, Oklahoma 73102.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual Meeting
of Stockholders will be considered by the Board of Directors if the written
proposal, complying with the requirements established by the Commission, is
received at the Company's principal executive offices at 101 North Broadway,
Suite 200, Oklahoma City, Oklahoma 73102, no later than February 23, 2000.
OTHER MATTERS
The management of BancFirst does not know of any other matters that are to be
presented for action at the meeting. Should any other matter come before the
meeting, however, it is the intent of the persons named in the proxy to vote all
proxies with respect to such matter in accordance with the recommendations of
the Board of Directors.
14
<PAGE>
BANCFIRST CORPORATION
Oklahoma City, Oklahoma
PROXY/VOTING INSTRUCTION CARD
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on June 24, 1999.
The undersigned hereby appoints David E. Rainbolt and Randy P. Foraker as
Proxies, each with the power to appoint his substitute and each with full
power to act without the other, and hereby authorizes them to represent and
vote all shares of Common Stock of the undersigned of BancFirst Corporation
("Company"), an Oklahoma corporation, which the undersigned would be
entitled to vote at the Annual Meeting of Stockholders of the Company to be
held in the 20th Century Room of the Westin Hotel at One N. Broadway (the
corner of Main Street and Broadway), Oklahoma City, Oklahoma 73102, on
P Thursday, June 24, 1999, at 9:00 a.m., and at any and all adjournments
thereof as follows:
1. Election of Class I directors:
R [_] FOR all nominees listed below (except as marked to the contrary
below).
[_] WITHHOLD AUTHORITY to vote for all nominees listed below.
O C. L. Craig, Jr., John T. Hannah, John C. Hugon, J. Ralph McCalmont,
And Joe T. Shockley, Jr. Instruction: To withhold authority to vote
for any individual nominee, write that nominee's name on the space
provided below.
X ______________________________________________________________________________
Your vote is important! Please sign and date on the reverse and return
promptly in the enclosed postage paid envelop.
Y Change of Address and/or Comments: ________________________________________
______________________________________________________________________________
(If you have written in the above space, please mark the "Comments"
box on the reverse of this card.)
<PAGE>
[X] Please mark your votes as in this example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1 AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy also provides voting instructions for shares of Common Stock held in
the BancFirst Corporation Employee Stock Ownership and Thrift Plan.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders to be held on June 24, 1999, and the Proxy Statement furnished
therewith.
The undersigned hereby revokes any proxy to vote shares of Common Stock of the
Company heretofore given by the undersigned.
[_] Change of Address and Comments on Reverse Side
_____________________________________________
_____________________________________________
SIGNATURE(S) DATE
Please date, sign exactly as name appears
herein, and promptly return in the enclosed
envelope. When signing as guardian,
executor, administrator, attorney, trustee,
custodian, or in any other similar capacity,
please give full title. If a corporation,
sign in full corporate name by president or
other authorized officer, giving title, and
affix corporate seal. If a partnership, sign
in partnership name by authorized person.
In the case of joint ownership, each joint
owner must sign.
